


A Night at The Naughty Kitten

by capitalnineteen, Tangerine_Catnip



Category: The Adventure Zone (Podcast)
Genre: Accidental Stimulation, Awkward Sexual Situations, F/M, Handcuffs, Karaoke, Love Confessions, Love Hotels, Lust Confessions, Mutual Pining, Past Relationship(s), Platonic BDSM, Pre-Relationship, Promises, Sharing a Bed, Surprisingly Canon Compliant, Unresolved Sexual Tension, Working things out
Language: English
Status: Completed
Published: 2018-09-03
Updated: 2018-09-09
Packaged: 2019-07-06 04:34:35
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 19,230
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15878646
Author URL: https://archiveofourown.org/users/capitalnineteen/pseuds/capitalnineteen, https://archiveofourown.org/users/Tangerine_Catnip/pseuds/Tangerine_Catnip
Summary: Out of options after the Starblaster hastily relocated without them, Lup and Barry spend the night at a "boutique" "short stay" hotel.There's only one bed, but that's the least of anyone's problems.





	1. Take

 

Lup flopped down onto the plush red sofa, holding the wireless microphone with its silver pop-filter aloft like it was a holy symbol. She was panting so heavily you'd think she'd just ran a marathon. As much as Lup loved to sing, she'd never quite mastered breathing at the same time.

She dropped her head back and looked up at Barry, a grin plastered over her face. He had the control panel for the karaoke machine in his lap and was flipping through the song listings.

"For someone singing pop songs from a completely different dimension, I'm really killing it!"

Lup grabbed her glass from the table and drained the last quarter of it in two long sips. She plunked it back down and put the microphone next to it. She needed a few moments to recover.

The karaoke room they had rented was on the smaller side. If you stood in the middle, you could just about touch both walls. The sofas that lined the room were pushed up close to the table, making getting in or out a little challenging.

Still, it was entirely comfortable for a party of two, and the walls were decorated with a fluorescent painting of a technicolour star-scape that made the room feel like it stretched out into infinity.

The screen hung on the wall just to the left of the door dimmed as the karaoke machine waited for the next selection.

Lup glanced down at the empty glasses on the table. She was about four cocktails deep, but she had no idea how much alcohol had been in them. Barry had gone with tea and lemonade despite her wheedling, so she'd decided to double down on his behalf (and because she trusted him to get her back home safe.)

"Should we get more?" Lup asked, tilting her head toward the white phone hanging on the wall that was used to order drinks and food. "I totally can't tell how drunk I am right now, so you have to cut me off."

Lup rolled over onto her stomach and wriggled closer to Barry. She dropped her chin into the crook of his arm so she could look at the screen he was holding and wrapped her arms around his middle.

Barry looked up from the screen in his lap as Lup propped her chin on him. It was hard to judge just how much of Lup's attitude was alcohol and how much was just the opportunity to cut loose and relax. It had been a dozen cycles since the safety and comfort of Tessaralia, after all.

"Sure, we can get another round. Did you have your eye on anything else?" he asked. He was pretty sure she'd been picking her drinks based on either their names or the pictures. Every one of them had been wildly different from the last. Maybe he'd be adventurous and try the melon soda. It sounded promising if he could ignore the extremely vivid shade of green the picture made it out to be.

The song catalogue had been just as fascinating as the drink menu. They didn't know any of the songs, but some had seemed oddly familiar. He'd let Lup do most of the singing, but he'd tried a few himself. The first attempt had been terrible. He'd blushed and stammered his way through a song that wasn't the one he'd intended to pick. It was some kind of ballad with lyrics he was still trying to put out of his head. Since that one, he'd been more careful when making his selection.

Lup had gotten really good, though. It was a shame she didn't have more of an audience for her performances, which had included more and more dancing as time went on and either her drinks took effect, or the tension wore off.

He tilted the screen towards her to let her pick another song when she was ready. "I guess after another round we should head back?" he asked, not quite keeping the disappointment out of his voice. It was nice here in the little room with her. Nice with her head propped on him and her arms around him. She was still a little breathless from her last song. Each exhale sent warm air over the skin on his arm.

"Yeah, prob." Lup agreed. "Lucy and Cap'n'port should be back from that meeting, and Koko will get pouty if we have too much fun without him."

Lup sighed and crawled over to the phone, heedless of the fact that Barry was between her and it. She climbed half on top and half over him. Lup picked up the phone and dropped down into his lap.

Even if Lup wasn't drunk, she was at the stage where she'd stopped asking if she should do or say something. Every thought in her head came out of her mouth and every impulse was enacted.

A faint flutter of butterfly wings started up in her stomach. Well, it was significantly lower than her belly. One of Barry's thighs was between her legs, which had been a total accident and not planned at all.

Lup was wearing a pastel, rainbow-plaid, pleated skirt with thigh high black socks and a white t-shirt with a drawing of a pile of super cute, blob-like kittens.

The sturdy fabric of Barry's jeans pressed right up against her panties. It was innocent enough if you didn't pay attention to it, but Lup was three drinks too deep for that. She was wearing one of her nicer pairs of underwear, dark red with loose weaving that mimicked fishnet stockings.

Lup could swear she had picked them up at random, but this wasn't the first time she had 'accidentally' worn them and the matching bra when she knew she was going to be alone with Barry for a bit.

Lup knew what she was jeopardising if she crossed the well-trodden line between them, but if she made that mistake, she wanted to be wearing her lace.

There was an old elven saying about that, something like; "always wear a clean loincloth in case you get trampled by a horse."

"Hello? Can I take your order?"

Lup snapped back to the present, realising she had picked up the phone without deciding on her order. She took the drink menu from Barry and scanned for anything that sounded sweet and light. She didn't want to have that much more tonight, not when she had just talked herself into climbing on Barry like a jungle gym.

"Uh, yeah, I'll have a…. Long Island iced tea and a… one second-"

Lup lowered the phone and covered the receiver with one hand.

"What do you want, Bluejay?"

Barry's mental faculties had taken a leave of absence when Lup climbed into his lap. He had just enough awareness to consider suggesting she order something non-alcoholic for their final round when he realised she'd ordered tea.

"Um, yeah, same," he answered. "That sounds good."

The bulk of his concentration was going towards not circling his arm around her waist and… Uh, maybe some of that concentration needed to go towards not finishing that line of thought either.

This had to be the result of the drinks, he decided. Good thing she'd chosen tea for her last round, but a better thing that in an hour or so, they'd be back on the Starblaster. She could curl up in her bed and he could take a cold shower.

A part of him was insisting she'd done it on purpose, knew precisely what she was doing to him. But that wasn't fair. The crew were all incredibly close. Personal boundaries had eroded over the years. He saw fire where there wasn't even smoke. Just wishful thinking and a pounding heart getting away from him.

He'd just _not move._ She'd finish ordering, and after she got up maybe he'd continue with the  _not moving_  plan for a little while. What was that sportsball game Magnus had coached on Tessaralia? He tried to concentrate on the intricacies of the game that Magnus had tried to explain so many times. Anything other than the sensation of Lup straddling his leg. Anything beyond her hand on his chest holding herself upright as she finished ordering.

 _Shit, get ahold of yourself,_  he mentally demanded.  _She doesn't realise so don't make it weird and uncomfortable for_ _ **her.**_

Lup hung the phone up and turned her attention back to Barry.

Gods, his face…

She licked her lips. Somewhere on her home planet, back down the generations, there had been an entirely carnivorous species of elves that hunted in packs and possessed razor-sharp teeth and claws. Though they'd been bread out of the gene pool, Lup still had the slightly elongated the canine teeth when compared to other races, and occasionally, an urge to stalk and corner prey.

The tension was so thick you could cut it with a knife. It wasn't the first time she'd ended up like this, but every time Lup wondered if it would be the one to break her. He wanted her so badly. Lup didn't understand how she was supposed to handle seeing it so clearly on his face on top of her own longing.

Impossible as it seemed, she had to do it.

One more minute. She'd let herself have one minute to imagine reaching down between them, unzipping his pants and straddling his lap, his arms around her as she rode him rough and hard.

Lup grit her teeth and slowly inched back the way she had come. She sat herself down on the sofa, her knees and thighs pressed together, and her hands balled into fists in her lap. She was going to be in for a few cramps later, her body firmly protesting being allowed to get so aroused without anything to show for it.

She'd never even known you could get so horny it hurt, not until Barry J. Bluejeans.

Barry held his breath the whole time Lup was sliding out of his lap. Gods above and below. He wasn't sure if he wanted to push her onto the sofa or grab her and pull her back.

No. He knew very well which one he wanted.

But he'd be damned if he was gonna be that guy, taking advantage of a friend just because she'd had a few drinks and he'd been in love with her for decades. Maybe that wasn't as common a situation as it felt for him, but it didn't mean he couldn't stick to his resolve.

Lup ran her fingers through her loose hair. Best to get on with it. If she was reading the lyrics off the screen, then she wasn't looking at him.

"Hey, I kinda want to do that Phoenix one again, the one with all the screaming?"

Lup leaned over and selected the song from their play history. She stood up, shaking the tension out of her body in the few seconds she had before the vocals kicked in.

The song she chose was perfect for her. Though not so perfect for him. Of course, she could have been singing a slow, dull religious hymn and he'd probably be having issues, so it really didn't matter.

Their drinks came in the middle of the song. The server placed them on the table and Lup didn't skip a beat. She rocked her hips back and forth to the rhythm. There wasn't a lot of space to dance, so she was mostly bouncing in place.

Barry grabbed one. He pulled out the straw and took a huge drink to distract himself. He was halfway through his second gulp before it hit him. This wasn't just tea.

Shit. Shit shit shit.

He took another long sip before his eyes widened and he forced himself to put the glass down. So, that was most of a drink. Most of just one drink. It was fine. He was a pretty big guy, one drink wouldn't be that big a deal. He should have been paying attention when she ordered, but she'd been in his lap and… okay, he needed another subject in his brain. Not Lup's song and certainly not the movements of her… Nope. Sportsball. Science. Those horrible mushrooms they found a few cycles back that Taako had gotten obsessed with using in every recipe but just tasted like soap and dirt to him.

The song shifted down for the last round of the chorus, then the bridge, and then finished.

Lup dropped her mic and took several long breaths.

"Dang, I should have become a metal singer. That feels so good."

Barry was silently reciting the periodic table to himself as Lup returned to her seat.

She sat back down and picked up her drink, popping the straw between her lips. She sipped at the 'tea', her eyebrows raising.

"Weird…"

Whatever it was, it was good. She finished half the glass before she noticed.

She shrugged and passed the microphone to Barry.

"Here, Bear. I want to see you do one more before we wrap."

Lup passed him the microphone and Barry stared at it for a moment. He could do this. Get up, sing a song, be terrible and defuse this tension that was probably only in his head anyway. Maybe just another swallow of drink first.

He scrolled through the song list for a moment, but he was too keyed up to read the options. Finally, he jammed the button for a selection. It was better to get it over with than to spend a ton of time picking, giving him more time to overthink it. He picked one with a bright, colourful cover featuring a man with dark skin and thick locs surrounding his smiling face. That had to be a good choice, right?

The music started and he felt a wave of relief. It was a medium fast tempo and there was light percussion with a cheerful guitar line that came in over it.

Then the lyrics came up on the screen and he missed the first several beats unable to voice the line about waiting in vain for love.

He stepped back and grabbed his drink and finished it. Fuck it. He was gonna get through this. It was just a song. He'd shut off his brain and make the words come out. Pretend it was the whole crew here and they were all hamming it up. Not a big deal.

It was catchy enough once he checked his mind out of the mix. By the end of the song he was swaying with the music and thought he'd actually done a passable job.

Lup gave him her best round of applause and threw in a whistle for good measure.

The music cut out and all his awkwardness fell back into place. The arm holding the microphone dropped and his mouth clamped shut.

Barry stepped back to the couch and sat a reasonable distance from her. Not as far as he could get and hopefully not conspicuous.

"Here," he said, placing the mic on the table. "Um, you want to, uh, take the last one? Then we'll go?"

Maybe while she sang a hole could open in the floor for him to fall through. They should have that option on the menu.

"You're getting really good at this too, huh? Like I told you. If you just loosened up a bit..."

Lup lost her train of thought halfway through her sentence. She had picked up the control panel and just noticed a tag in the genre section labelled 'duets'.

"Fuck! How did I miss this?"

She pushed the panel across the sofa towards Barry and got up to fetch another mic from the holster under the screen.

"I can't think of a better way to end a perfect night out with my karaoke buddy."

Of course, there was one more trial to endure before the night ended. "Um, yeah, sure,  _karaoke buddy,"_  he answered, his voice catching on her term.

"I don't know what any of those songs are though," she said. "So, just pick one, I guess?"

He picked up the panel and spun through the section she'd found. All the songs included little pictures of couples staring into each other's eyes. Nope, nope, nope, Barry continued flipping through the choices, eliminating longing gaze after soulful look. Finally, he found a possibility. The song was called Grease, and the woman looked decidedly uninterested in the greasy looking fellow giving her the eye. That sounded about right. He hit the selection and accepted the mic Lup handed him.

After handing him the second microphone, Lup collected the first one from the table and offered him her other hand. He'd been sitting rather stiffly and she didn't want the final moments of a great night out to be painful to remember because she couldn't keep her hands (or her butt) to herself.

Reluctantly Barry accepted his  _karaoke buddy's_  hand as they took their place at the screen.

' _I'm really sorry, Barry,'_  she thought to him. _'but if I made myself stop touching you our friendship wouldn't last the week.'_

Lup was almost certain that the only reason she was able to keep on the other side of the line was that she could get so close to it. As his best friend and fellow inmate of a temporal anomaly, she had almost everything she could want from him, physically at least.

"We'll go right after, promise."

When the lyrics came up, Barry relaxed again. He had to sing first, but the song was ridiculous. It hit notes that were pretty much impossible for him, making it even more ridiculous.

Then it was her turn to sing. That's when he noticed the name of the song at the corner of the screen. Wait, it wasn't called Grease?

Barry needed to have a talk with Merle between parleys. Maybe the cleric could give him advice on how to appease whatever gods he'd angered to keep falling into these situations.

If the name of the song was the chorus - as he suspected it was - this was going to be another ordeal. He'd have to really lean into the ridiculousness he'd hit with that 'electrifying' bit. Anything to counteract having to sing the line; 'you're the one that I want' over and over to her.

Lup loved it, she couldn't have asked for a cheesier number to play them out.

Her lyrics were highlighted in pink, and she dove right into them. She squeezed Barry's hand and started swaying in her spot as the backup singers kicked in.

She rested her head on Barry's shoulder after singing the line about her heart being set on him. The woman in the song seemed so sure about what she wanted. Lup wished she could say the same.

Both the blue and pink lyrics popped up on the screen for the chorus and Barry joined in with her.

There might have been a faint tremble in his voice, but then, Barry was still getting used to singing and those "oo, oo" parts were hard to nail.

It was Lup's turn again after. She sang the lyrics about being too shy to speak your feelings and suddenly she was not having quite as much fun with the song.

The next bit they traded line for line, almost like they were speaking. The song must be from a musical then. It had that feel.

The chorus again, only it went on for a lot longer this time. Lup left off as soon as it started to fade out and paused to take a few breaths.

"Fucking laaaaaaaame!" she pronounced.

Lup tossed her mic over her shoulder and looked over at Barry.

"Alright, let's bounce."

She pulled herself up on her toes and kissed Barry on the cheek.

"Thanks for taking me out tonight, Bear. When Taako bailed I thought I'd have to go all by myself. How sad would that have been?" Lup laughed and went to go collect her purse from the sofa.

"Well, maybe he'll make it next time," Barry offered, opening the door for her. "I'm sure he's a better singer. Probably better at choosing songs as well."

After stopping to settle the tab for the drinks, they wound their way through the crowded bar section of the club and out into the street.

Once they were in an area where it was moderately quiet, Barry pulled out his stone of far speech. "I'm gonna call and see if anyone needs anything," he said. "Maybe Taako is feeling better, and we can bring him something."

Barry set the stone for Magnus's frequency, he seemed the best one to try. "Hey, Mags," he started before he was interrupted.

"Barry! Where have you guys been? We called a bunch. Neither of you picked up!"

"Sorry, we were… Is everything okay? Taako's not worse, is he?"

"No, no, he's fine," Magnus reassured them. "But that meeting Cap'n'port and Lucy went to? Not so good. We had to clear out. There was a little bit of a misunderstanding…"

"It wasn't a misunderstanding!" Davenport yelled in the background. "They…"

"Yeah, sorry," Magnus mumbled, probably trying to calm the captain. "Anyway, we took the ship up the coast. You guys will have to meet us in…" Magnus stumbled for a minute over pronunciation. "That other place where we started to land? Do you remember? It looks like there's a train that can get you there. At least that's how it seemed from above. You'll probably have to stay in town tonight."

Lup had been momentarily distracted by all the bright neon lights on the street outside and had started to wander away when she heard the rare sound that was Magnus's worried voice.

She fell in beside Barry just in time to hear that they had moved the ship.

"Wait, all the way on the other side of the island? Seriously? There's nowhere else for you to dock?"

Davenport's voice came through again this time much closer.

"Lup, you know we can't just park the ship anywhere! There are delicate components that-"

"Yeah, yeah. I remember. Fuck!" Lup scrubbed her face with both hands and walked away again. She was starting to feel a little tipsy.

"I'll have more precise directions ready first thing tomorrow morning. I just need to get some local train maps and plan a route," Lucretia chimed in. "Until then, it's best if you to lay low, and um… try not to mention you arrived on a spaceship."

"Uh, yeah, okay," Barry answered, looking at Lup. "I guess we'll, uh, see you tomorrow."

"Alright, see you guys," Magnus answered. They heard him continue before the connection cut out, "Lucretia, do you have any of that wine left? I think Cap'n…"

Lup groaned and did her best to pull herself back together.

"Ugh, we should get going before the drinks in my stomach finish entering my bloodstream, or you're going to have to carry me."

* * *

 

Lup had a bad feeling about this from the very start. Later, when she was sober again, she would realise that the feeling had come from the fact that she had heard there was a high-profile concert taking place downtown tonight, that and everywhere for miles around the stadium was more crowded because of it.

At first, they had been looking for somewhere that seemed nice, but when they started talking to staff and being turned away, they got a lot less picky and begun asking at every hotel/bnb/hostel they passed.

An hour later, Lup's prediction about her drunkenness had come true, and she was leaning heavily on Barry's shoulder as they walked from lobby to lobby.

At first, Barry had been taking the news that they were full up with a nod and a 'thanks anyway' but as things got more desperate, he started staying a little longer and asking more questions to make sure they couldn't do anything for them.

This was attempt 30, (or maybe 32, Lup was having trouble keeping count) and they were in the lobby of the biggest of any hotel that they had asked at so far. Barry had been sure that there must be something in the two massive towers, but if his tone was any indication, he was being proven wrong.

Before he had gone the check-in desk, Barry had sat Lup down in a chair and told her to wait. Unfortunately, drunk Lup was not so good at following directions. She'd seen something down an alleyway they'd passed while Barry was focusing on the large hotel ahead of them and she wanted to check it out.

It seemed as if Barry would be having this conversation for a while. She could probably go and check it out and be back before he noticed she'd left.

Lup pushed herself out of the chair, stumbling for a moment before she got her footing again. She swallowed, ignoring the lurch in her stomach. She had never thrown up because of alcohol before, and she wasn't gonna start now.

She set off at a brisk but slightly wobbly trot out the rotating glass door of the lobby and out into the street beyond.

Barry had really thought he could get someone to help them. They must have reserved rooms for an additional fee, or an idea for some out of the way place they could check. Something!

But for all his polite questions and attempted bribery, they had nothing to offer. He gave up yet again and headed back to Lup.

Or rather, where he'd left her.

Hell, where had she gotten to? He looked around, hoping she was just looking around the lobby.

A few people were around but no one remotely resembling Lup. He went out the door, beginning to feel frantic. They still didn't know exactly what had happened with Davenport and Lucretia and the people they'd met with. But if they were supposed to lay low, it couldn't be good. What if…

 _Don't borrow trouble before you have to,_  he reminded himself. It didn't help. He was worried.

He didn't have any idea where she might have gone. If she went one way and he went the other, then they could spend hours not finding one another.

Barry pulled out his stone and set it to Lup's frequency. He hoped she heard it. He hoped nothing had happened to her.

Lup felt her stone begin to vibrate in her pocket a moment after she spotted Barry. She ignored it and made a beeline for him, weaving her way inexpertly through the crowded streets and waving with both arms.

"Barold, there you are!"

Barry's relief at seeing Lup was almost enough to thoroughly wash away his worry before it could turn to frustration.

Lup was acting like he had been the one to wander off and she had been looking for him. Her attitude made him clench his jaw and take a slow breath. She was drunk. He was worried. Neither of them was at their best.

At least she was safe.

Utterly oblivious to his mood, she smiled from pointy ear to ear and held up a pair of card keys.

"I have good news and I have bad news, whaddya want first?"

"I take it you found someplace with rooms," he said. "So, what's the bad news?"

Lup took him by the hand and pulled him along with her down the street.

"Sooo… you remember when Taako came home the other day and told us all about how they have like special hotels just for doing the dirty? They call then love hotels, I think? Well, I found one of them, and they had one room left for the night. No rule says you  _have_  to have sex to stay there, so I was like 'why the fuck not?'"

"Lup, seriously?" Barry didn't know what to say, where to begin.

Lup stopped outside the door of a discreet black building with a sliding glass door and the name of the hotel, 'The Naughty Kitten' rendered in glowing pink letters on the side next to two interlinked hearts one of which had a pair of black cat ears.

"Funny huh? You'd never even guess from the outside except there are no windows."

Lup pulled him in through the doors. Instead of opening into a lobby, there was just a long hallway with some sort of kiosk. It had a huge LCD screen displaying the rooms that were available. Right now, all the options were greyed out.

"Don't freak out, okay? They don't have any staff that you can run into, so no one is going to see us. Not that we're ever going to see anyone on this plane ever again anyway but, you know."

Barry shook his head. He wasn't even embarrassed. He couldn't have said what emotion he was at the moment. Was tired an emotion? It wasn't physical exhaustion, it was realising he was approaching the end of his tether and running out of rope. Maybe next time he'd remember this situation and refuse to get pulled into another. Sure, and perhaps he'd wake up as a tiefling paladin with purple horns, as his mother used to say.

This plan had  _bad idea_  written all over it in the bright neon lights this city seemed to be built from … but she was drunk, and he was tired, and he really didn't feel like arguing about it. Especially with Lup.

At least they'd be off the radar of anyone that might be looking for them. That was a benefit he'd cling to.

"Fine," he said with a bone-deep sigh. "Let's go see what you found."

Lup was a little surprised he was going along with her, but then, that was Barry all over. Every time she thought she had him pinned, she found a new side to his personality. Like a cut gem with an uncountable number of facets in the reflections inside it.

"B-T-dubs, I didn't pick it okay? It was the last one," Lup reminded him as they took the elevator up.

She led him to the door with the number 69 printed on it. She swiped her keycard, and the electric lock clicked open.

The lights turned on automatically as they entered and Lup gasped.

"Holy shit. I thought the pictures looked cool..."

She left Barry at the door as she stepped into what could only be described as a plush purple boudoir. Floor-to-ceiling purple curtains covered the back wall behind the bed, and all the furniture had a sleek modern look to it, including the very oddly shaped ones.

The bed was recessed into the floor, surrounded by plush white padding. Beside it was a seating area that was also recessed and basically an extension of the bed if you needed something firmer to prop a person up against.

There was a bathroom on the left with a door that was made of clear glass. Lup stuck her head in, smiling even wider when she saw how huge the tub was and how many water jets it sported.

"Dang, you could fit like four people in there! I bet someone has tried to!"

She looked over her shoulder at Barry and added, "This is probably one of the best rooms in the city! If you don't count the weird stuff…"

Even the coffee maker set into a little cubby next to the bathroom door had a tray beside it offering a selection of condoms from ultra-thin to ultra-ribbed and small packets of lube. Fruit flavours, water bases, silicon base, tingling...

Between the single strong drink, Barry had downed quickly and the fleeting but intense scare he'd had when Lup disappeared, he'd cruised past frustrated or embarrassed or even tired and was now entirely in passive mode. He pushed the door closed and gave a brief hope that when he turned back around a tamer, more average room would surround him.

No such luck.

From the moment he'd spotted some of the … amenities of the room, he burrowed himself deep into that resignation towards the situation. The most reaction he gave was a subdued shake of his head. Of course. Of course, this was what Lup had found. Of course, this is where Lup wanted to spend the night. Of course, Lup was touring the room like a kid in a candy shop.

Of course.

A long time ago, almost half his mysteriously extended lifetime, he might have wondered what he'd done in a past life to warrant finding himself in this situation. But technically he had been reincarnated several times now. Or even more than that, depending on how you looked at the end of cycle regen. But he didn't remember mocking any deities, or any of the things he  _must_  have done to end up in a by-the-hour sex dungeon with the woman he'd been quietly loving from not-so-afar for decades now.

But he must have. He must have done something to earn him particular attention because there was no way this was really happening unless some jokester of a god was working out a specific vengeance on him.

Lup turned her attention to some of the weird stuff, starting with a huge cross attached to one of the walls. Two lengths of padding connected in the middle and had places to hook a pair of cuffs on each end of the large X. Lup pressed her shoulders up against it and lined up her hands and feet. She tried to imagine what it would be like to be strapped down. It wasn't an uncomfortable position, but it probably didn't stay that way when you had a partner to take advantage of your restrained body.

Barry stuffed his hands in his pockets and leaned against the wall as Lup lined herself up against the Saint Andrew's cross. He swallowed and closed his eyes. Barry counted to ten then did it twice more for good measure before he opened them again, trying in vain to keep the image from searing itself into his brain.

Lup dropped her hands and turned her attention to the wall of goodies beside it. It was set up a bit like a tool rack, but with whips, leashes, lengths of rope, gags, blindfolds, collars, paddles, and cuffs.

Lup took one of the paddles off the rack and tested it out on her hand. It made a very pleasing  _'thwack'_  sound and left the palm of her hand tingling.

At least we're not being held by an angry government, Barry tried to remind himself. Tomorrow they'd leave and figure out how to meet up with the ship. All this would be a short, impossible memory.

He wondered if he could ever convince her to keep this story quiet. Doubtful.

Lup left off from the wall rack. She could guess what most of that was for, and there was more to discover.

The next oddly shaped piece of furniture was a strange mix of an examination table and a chair. The backrest seemed normal enough, but the leg portion was split into two separate parts for each leg, and there were straps all over it, three for each arm and leg and two around the middle. Lup hopped up into it and assumed the required position.

Now,  **this**  was clearly something you could fuck in. Lup glanced over her hip and found a conspicuous looking crank handle that seemed like it would change the angle of the apparatus to whatever you wanted.

What Lup didn't notice, was that the chair was set up facing a gigantic mirror and that sitting in the chair while wearing a skirt gave anyone in the room a perfect view of her favourite pair of lacy panties.

"Baaaaarry! Hey, Barold! Come strap me in? I want to see if it works!"

Barry was halfway across the room before his brain kicked in. He stopped. He was  _not_  going give her the tourist's circuit of the room. She could explore if she wanted but he didn't have to play guide.

"Lup, I'm…" he looked up and got his own unexpected sight. His eyes went wide then he slammed them shut. He swivelled on his heel to face the door to the room again. "Lup, mirror," was all he managed.

Lup blinked at him a few times, mystified until she noticed the mirror.

"Ohhhhh! Haha! Good thing I was wearing the nice panties."

Lup sat up and put her hands between her legs, pushing the fabric of her skirt down to cover herself.

She glanced back over at him hopefully, but Barry was still looking somewhere else. Lup licked her lips. She had been so caught up in the neat stuff, she'd forgotten all about how Barry might be taking this. She'd really been expecting him to laugh it off with her…

Oddly, Lup was struck by the unfairness of it all. This room could be taken two ways: either as a silly joke about how over-the-top it was or earnestly, as a place to let go of inhibitions and bond with a partner.

But because she and Barry were stuck in the limbo between friends and something else, neither of those options were possible. It was just awkward. Layers of awkward piled up like the worst stack of pancakes ever.

Barry had hoped for a hole to fall in back at the karaoke club, but now he was considering jumping out the window. Except, oh, yeah, this room didn't  _have_  windows. Maybe he'd walk to the Starblaster. He could just go out the door and start walking. He'd get there eventually. Or just keep walking until they regenned at the end of the cycle. Either was fine.

He took another deep breath. This was going to be a long night. He was starting to suspect Lup just enjoyed pushing, teasing, dancing that line between them to see what he'd do. Maybe he should go along with her instead of trying to fight it. He wondered if that would change her tune at all.

Well, it was a grand plan to imagine, but she'd had several drinks so even if he could really manage it there was an imbalance there.

Chasing distraction, he picked up a catalogue from the bar. As soon as he opened it, he realised he should have known better. But at least the pictures and options printed in extreme detail weren't of the person he had to spend every day with. Weren't the woman he'd been pining after for decades.

Lup dropped down onto the faux marble floor (easier to clean probably) and walked over to Barry.

As Lup approached, Barry took a slow breath and dropped his shoulders. "I'm sure this would be more fun with Taako, or Magnus, or… someone who'd joke about it all with you." He glanced at her before continuing. "I'm spoiling your fun," he apologised.

Lup looked over his shoulder at the catalogue he was holding. "Is this stuff something you're into, Bear?"

The question might have sounded like she was teasing him, except she said it so quietly that it was clear she was legitimately asking.

"If you don't want to talk about it, that's fine, but if you want to talk, I promise it won't leave this room, even if Taako begs me."

Barry paused flipping through the catalogue. "This stuff?" he asked, jutting his chin at the shiny photos displaying costumes and call girls. "This is all illusion," he said. He shrugged and dropped the magazine back to the counter. "So, no, not really," he answered honestly.

Lup laughed, though it sounded somewhat hollow. "Uh-huh, that's pretty much what I thought. No use doing anything if your heart's not in it… right, babe- Barry?" she swallowed hard. Maybe not that pet name. Perhaps not right now.

"But, also, I meant like,  **this**  stuff," Lup explained, gesturing toward the sex furniture.

"Assuming you were here with someone that did it for you…"

Barry looked around the room as if he didn't already know what surrounded him. What the hell should he say?

Suddenly he thought of something Davenport had told them on one of the first hostile cycles they found. If you're worried you're going to give away things you don't want to, give them the truth they'd probably never believe.

Not that Lup was a hostile foe but…

"Well, sure, Lup," he said, not sure where to look now. His voice was a bit too earnest to meet her eye. "With the right person, it'd be… Yeah."

Lup felt her heart skip a beat when he confirmed her curiosity. He was such a complete dork, you would never expect it from him, but she knew it was true. They'd had too many years together for her to underestimate him. Still waters ran deep, after all.

He looked up at her as he asked, "What about you?"

"Dunno. It looks fun, but I've never tried it."

Lup shrugged, putting on her best neutral expression. She was a good liar, and part of that was knowing how to mask your body language.

"It just seems like a lot, you know. I don't do helpless well, and the other way around… I could hurt someone."

Lup was painfully curious about Barry's romantic past. Who had he trusted enough to take all control away from him, or who had trusted him enough? What kind of person had they been? Had Barry loved them? Did he get his heart broken, or did it just fizzle out?

As an unspoken rule, the crew tried not to talk about people they'd left behind on the two-sun planet, so she had never thought to ask.

"Were you a top or a bottom?"

"Uh," Barry hadn't really expected her to take his answer at face value. He'd expected her to laugh at the idea of  _Barry Bluejeans_  and all  _this._  He expected her to find the thought ridiculous and let it go. That beautiful numb resignation he had earlier was wearing off.

And his experiences all felt like a million years ago. Maybe he could just consider them something that happened to a different person.

"It's not really so black and white?" he said a little evasively. He could feel his face heating. "It's also not usually quite so… theme park," he said with a gesture at the room.

It was dumb, but here he was with information she didn't have, and he felt obligated to share it. Better he says something before than after she got herself in some situation some day with someone and…

The thought was beyond awful. But it wasn't his call to make. He didn't think she'd get herself in a situation like that, but here they were in a situation like this. Who knew what might happen?

"It is a… lot. It's about…" The words were hard to force out. "About trust. And," a pained, awkward laugh escaped. "Communication."

Lup started to wander around the room as she listened. Distracting herself with the theme park while he gave her a glimpse into the real deal.

She found a pair of leather cuffs and fastened one side around her left wrist. They seemed sturdy, but it was hard to tell if she would feel trapped until she was.

Lup looked up at him.

"Trust and communication…"

A thought entered Lup's head, and it was out of her mouth before she could even start to think if it was a good idea.

"I trust you enough, I think. The communication part we maybe still have to work on, but..."

Lup swallowed hard and focused back on the cuffs around her wrists. It was basically impossible for her to lock herself in since the cuffs fastened with a buckle on the outside, but she tried anyway.

Barry watched her for a moment. She was determined to dance right up to the edge of this line. He didn't know if she was teasing him or testing herself. Maybe she didn't even know. But it was clear she wasn't going to back down. At least not until she had a little taste of what she'd seen in this room.

He thought of her in the club, climbing over him, sitting in his lap, the slow slide off him that had seemed impossibly deliberate. He'd given her the benefit of the doubt, attributed her planting herself in his lap as her natural exuberance, the drinks she'd had, and a kind of wildness that appeared anytime they were away from the ship in relative safety.

But maybe he just wasn't paying attention to her other forms of communication. He liked things a lot clearer, but if she was going to keep pushing and testing? Maybe he should let her find out.

Finally, he nodded to himself and crossed to her. He took the empty side of the cuff and spread it open. Gently, he took her right wrist in his other hand. He rubbed his thumb over the pulse point in her wrist and watched her face, tracking her reactions.

Lup made a soft 'eep' sound when he touched her but quickly quashed the reaction. She looked at him with wide eyes. She tensed up and held herself perfectly still, so she didn't break the spell that had settled over them. He must have been able to tell her heart was racing from how he was holding her wrist.

With the same slow deliberateness that she had shown him when leaving his lap, Barry circled the cuff around her wrist and fastened it into place. Lup swallowed hard as Barry checked that neither cuff was too tight.

His touch was somehow both gentle and firm, leading her on so smoothly it felt like she was the one deciding to take each step.

He released his hold on her now cuffed wrists but stayed close. Keeping his hands to himself was difficult, but she'd need a few moments to acclimate herself to having her wrists trapped. The best way to do that was without him touching her.

He observed her reactions, ready to step in and remove the cuffs the moment it seemed necessary.

After a bit of pulling and tugging, Lup realised that the cuffs were not just for show. Even with all her strength, she couldn't do more than pull the chain between them taught. Lup made herself take deep breaths. She wasn't helpless. She still had two other limbs and magic, but there was still a sense of being more vulnerable than before.

Impressed but not surprised, Barry watched her control as the understanding of the situation settled over her. Her shoulders tensed, and her breath sped up as she pulled against the cuffs, her eyes widening. He gave her another moment to react and saw her try to calm herself, forcing deep breaths that grounded her.

Lup met Barry's eyes and the slowly creeping panic that was taking over halted in its tracks. He was right there. Barry always had her back, and this was no different. He'd come to her rescue in a heartbeat if she needed him to.

Lup's ears dropped, and her shoulders sank down. Willful surrender was not a feeling she was used to at all, she felt naked in front of him. Worse than naked. In their long lives sharing a tiny ship, she had been literally naked in front of him, and she hadn't felt quite like this.

Barry watched the blossoming panic fade away in utter amazement. There was no way she could know the effect it had, watching her fear turn to trust when she looked at him.

He swallowed and pushed aside his own reactions to study hers. He watched as she visibly surrendered to h... the situation. All the signs he knew to look for - her eyes, her posture, her breathing, even her ears - all of them were coming up check marks and green lights. Everything except that they were coworkers and she was just testing, or teasing, whatever it was she was doing.

Barry knew that Lup had excellent control over herself and her reactions. He'd seen her fight, seen her lie, seen her handle so many varied situations over the years with her impressive skills and willpower. But he'd never seen her so gracefully surrender control. This was the same Lup who would fight her need for food and rest as if those were things she could triumph over rather than requirements for survival.

This level of trust and surrender? It would be easy to get lost in his own response if he weren't careful.

"I guess this stuff really works… probably better than the fuzzy pink kind... huh?"

Lup's comment surprised a laugh out of him. "The fuzzy pink ones are more for show," he agreed. "They usually have keys that can be lost and mechanisms that jam. Especially with silly pink fur covering them."

"This kind, though" he paused and reached for her wrists, rechecking the cuffs. "Safer and, uh, these have a," he gave the chain between the cuffs a sharp yank, letting her feel the sensation when she wasn't the one doing the pulling. "-A more substantial feeling of restraint than the fuzzy bracelet type."

Lup swallowed, "y-yeah I no-ticed." Her voice cracked in the middle. She took a small step forward, heeding a command he had never given.

Barry tugging on it gave her an idea of the kind of advantage they gave him over her. It wasn't just that her arms were bound, but that he had an excellent place to get a grip on her.

Lup took another look down at the cuffs. They were very sturdy and well-padded like Barry had said. Even more substantial than the cuffs back on the instrument rack.

Despite everything else going on, Lup had to wonder why these cuffs had been on a table and not with the others. They must have been for something.

Then Lup looked up, and everything fell into place.

"oh... OH!"

Lup pointed up with her cuffed hands at a circle of thick chain hanging from the ceiling with a carabiner attached to the end.

"That's what these are for! I think you just…"

Lup took her hands back and lifted them up over her head. She had to go up on her tiptoes to reach, but with a little manoeuvring, she managed to click the middle section of the chain between her cuffs to link up with the carabiner.

Barry continued to observe her, keeping close enough to quickly assist when she needed. She picked up quickly on the connection between the cuffs and the chain above. He bit back a smile as she snapped the chain into place, waiting for the realisation to hit her.

She dropped back down onto her heels. She pulled on the ceiling chain, but it held firm, even when she made it take her full weight. She lifted both legs up and hung from her suspended arms. She tried doing a pull-up, but the angle made it tricky.

Barry watched her test the sensation of suspension, letting her weight hang from the chain and the cuffs. You couldn't do that with the fuzzy pink novelty cuffs.

"They really weren't fucking around with this room, theme park or not," she said.

Lup went to unhook herself from the carabiner, but after a moment, she realised that the climbing apparatus was made to snap on easily then lock in place, like those used for dangerous mountain climbing. It couldn't be undone with her hands cuffed like they were.

When she tried to free herself and realised her predicament, Barry held himself back from jumping in, letting her find her voice.

"…Right. I don't know what I expected there. This one is on me."

If they were actually doing a scene, he'd want more specific words from her, but for the purposes of whatever this was, that was enough of an indication that she needed his help.

He moved next to her and wrapped one arm around her to steady her. With his other hand, he trailed up her arm to the carabiner. Before he freed her from the chain, he glanced at her face again. She was looking up at the place where she was trapped, her bottom lip caught gently between her teeth, eyes still wide and trusting.

Lup made another soft noise. For a single hot moment, she thought he was going to slip his arms under her legs and pull her panties to one side.

But of course, Barry was never going to do anything unless she made it clear she wanted it. Whatever she was trying to do, being transparent was not it.

With the arm around her waist, Barry lifted her, resting her against his body as he unhooked the chain from the fastener then set her back on her feet.

Once again, he checked over her wrists, but she was okay. Reluctantly, he let go of her and stepped back, leaving the cuffs in place. He'd remove them as soon as she asked, but he was going to wait for her to communicate that as well.

Lup glanced around, looking at everything with new eyes now that she knew Barry could tell her about some of it. There were millions of amazing possibilities here, but everyone was off limits because  _he_  was off limits.

Lup bit the inside of her cheek and shook her head. If only she had been built a little different. If only she could give him what he needed. It wasn't fair that everything was so perfect but still unsalvageable.

Lup would have traded all the magic in her body for a spell that would let her have this night without consequences. They were sealed in a windowless bubble, surrounded by soundproof walls. No one in the universe would ever know what happened here. This whole place was built to keep secrets.

But Barry would know. He would remember, and that memory would hurt him more than anything the Hunger could ever do. She was already being beyond selfish by trying to extract every ounce of intimacy she could get from him without crossing the line.

It was time to stop. For both of their sakes.

"Alright. I'm bored now. Could you take these off, Barry?"

Another stupid idea popped into her head and right out her mouth. You know, like a thoughtless idiot.

"I mean, please take them off,  _master_?"

Barry frowned at Lup's sudden change in attitude. She was being a brat, and had the situation been different…

But it wasn't. And he knew she was doing it as a cover for whatever her real feelings were. For half a breath he was tempted to examine her again, check her posture and breathing and then use what her body was saying instead of her smart-ass comments but… that's not what this was. He shut off those observations forcefully. It wasn't his place. It had only been his place for a few minutes while her safety was at issue.

Decades may have passed since another life in a planar system far away - so far away it didn't even exist anymore. But he released the cuffs with smooth, practised motions. He rubbed her wrists lightly, checking her skin automatically before he reminded himself to let her go.

He set the cuffs down quickly as if they threatened to burn him. He turned and moved away from her. Eyes closed and jaw tight, he stood for a moment, letting the frustration settle over him, so he could will it to dissolve away with a measured breath.

Sometimes he was so sure there was something there, something more than his imagination between them. Then she'd make some joke or comment that reminded him, reminded them  _both,_  of the wall between them.

A long-ago bit of advice floated through his head.  _Sometimes we build walls to see who cares enough to knock them down._

It had seemed so clever at the time. Until he'd seen that it was wrong, even abusive. It wasn't for him to decide what walls she needed or not. If she chose to reach a hand over the wall, then he'd be happy to help. But her boundaries were her choice.

He'd probably be better off with a few walls of his own, but it was far too late for that.

Barry's tension slowly faded. Ah, there was that resignation again.

Lup noticed that he didn't seem to take the joke very well, so she let the topic drop. She had finished exploring all the fun stuff in the room and she kinda wanted to leave it alone now anyway. There was a tv fixed to the wall across from the bed. She meandered over to it, seeking another distraction.

It seemed as if you were meant to watch from the bed, but Lup wasn't ready to deal with that kettle of fish yet.

She found a slightly odd-looking chair. It was almost like a stool, but with a backrest and a curve in the place where you were supposed to sit. It was probably also some kind of sex furniture, but Lup didn't really care. It would just have to deal with being used for more mundane purposes for a while.

She pulled it over towards the television and went to grab the remote control from the nightstand.

Barry was relieved that she decided to occupy herself. He wished he had a book or his lab notes. He wondered if the karaoke bar was open all night. They should have just stayed there and avoided all this.

"Do you think there are any cooking shows on this late at night? Taako and I watched one the other day, and it was some intense shit. They do not fuck around with food in this city."

Lup sat down and tapped a few buttons on the remote control, but nothing happened. The lights on the top were still going, so it wasn't out of batteries.

She glanced around for another controller and spotted one across the room near Barry.

"Hey, can you try that one?" she asked, pointing at it. "This one must be for the cable box or something…"

Barry was lost in thought. He was feeling like a fool, honestly. She knew something about him he'd kept secret for more than fifty years. Something he'd never expected to tell anyone, much less  _her._  Having her treat all this like a joke stung.

He tried to remind himself that she wasn't treating  _him_  like the joke. Her attitude wasn't about him, or the subject, or even about the room. It was just a convenient way for her to reestablish the distance her stunt with the cuffs had erased. The sting was still there, but that was on him, though, not her. It was still too easy for him to feel like the joke even when he knew better.

He tried to stir himself from his thoughts. She'd asked him to turn on the television. Barry glanced down at where she was pointing. There was a simple black remote with just a few buttons. He picked it up and glanced at it. The top button had the familiar power icon, so he aimed it towards where Lup sat near the television and pushed that one.

There was a noise, but the TV didn't come on.

"Ah! AHHHH!"

Lup had no idea what the fuck just hit her. She suddenly couldn't breathe, and her whole lower half felt like it was on fire. She doubled over, arms crossed over her stomach. The vague directionless heat lingering from Barry's handling spiked into a shockwave of pleasure.

She moaned so loudly it was almost a scream. She shot a desperate look over at Barry before she realised that the culprit was the stool she was sitting on. The curve part fit perfectly between her upper thighs. When Barry had activated the controller, an intensely powerful motor had activated and sent all its force up into her body.

"Fuck!"

Lup tried to stand up, but her legs weren't cooperating.

It was the most intense thing Lup had ever felt in her life, to the point where it hurt. Lup tried to gather her strength, but before she could, all the muscles in her lower abdomen tensed up. It was way too much for her to handle, especially unprepared.

It was short and painful. As soon as it was over, Lup regained enough control to shove herself off the blasted thing. She stumbled backwards and collapsed on the floor, panting heavily as she lay splayed on her back. She'd knocked the stool over in her attempted to get away, but from where she was laying, she could see the wet mark left on it. Her inner thighs felt sticky too, even more then they had already been with Barry so close and touching her all over.

Lup shivered and curled herself into a ball on the floor, knees to her chest, head tucked down.

Barry had no idea what had happened, but he rushed over to help Lup as she fell to the floor.

"Lup! What is…" Then he realised where the sound was coming from. He looked at the 'stool' then guiltily down at the remote he still held in his hand. "Oh, shit, Lup, I… shit, I'm sorry!"

He hit the power button again and tossed it aside, but it was obviously too late for that.

Oh gods, all his careful observation and worry before and then he'd barely glanced at the remote and… "Shit," he repeated.

He went into care mode. There was a stack of light blankets on a bench behind him. He grabbed one and wrapped it over her. This was a bizarre way to end up giving aftercare, but he was too concerned with how she was doing to think about it. He sat beside her and considered pulling her into his lap, but after what he'd accidentally just done, maybe that wasn't such a great idea.

For now, less stimulus might be better. Instead, he settled on brushing her hair out of her face and rhythmically stroking her head while making low, calming noises. He wanted to stutter out more apologies - the alarmed look she'd shot him was burned in his brain - but that would have to wait.

When Lup finally calmed down enough to start thinking straight, she felt the hand in her hair and heard Barry murmuring to her. She sat up, shrugged off the blanket he'd put around her, and wrapped her arms tightly around his neck.

"Barry! I-I can't... this is all my fault..."

Lup felt like a god had just reached down and slapped her right across the face to make her wake up. Well... maybe not the face exactly. Her abdomen still thrummed with aftershocks, but she still felt so empty and unsatisfied. It wasn't enough. Nothing would ever be enough for her beside him.

Lup needed as much skin to skin contact as she could manage. She pressed herself up against him and wrapped her legs around his hips.

"Y-you kn-know I think you're the best person ever, r-right?" Lup stammered, as she grabbed two fistfuls of his shirt. "I… I only want what's best for you, you're so sweet, and kind, and caring, and y-you… you deserve everything!"

Barry held her and rubbed her back, trying to calm her. He didn't understand where these words were coming from, but there was no way to know what to expect from something like what had just happened.

He felt awful. He'd taken the part of keeping her safe in here - even if it had just been for a tease or a test - and he'd completely let her down.

"Lup, it's okay. You're alright. I'm... Shit, Lup, I'm so sorry about that. I should have… in a room like this, I should have been paying attention. I…" He shook his head. "I should have… that…No, Lup, it's my fault. That shouldn't have happened to you."

Lup swallowed and shook her head. Barry would try to take this all on his shoulders. But it wasn't his fault, she'd walked them both into this mess.

"No... no, I deserved it. I knew I was playing with fire… I... I was playing with you."

"It's okay, Lup," he repeated, continuing to rub her back. "I knew you were … um, knew you'd been drinking and I still went along with…" he sighed. He smiled gently as he admitted, "I'm not very good at saying 'no' to you. You've probably noticed that."

Lup tried to slow her breathing and calm herself down. She needed to talk to Barry, really talk to him, but she wasn't in a state to do much of anything.

"This... this whole night all I've been doing is thinking with my clit. What was I even thinking of climbing into your lap? And this room… I could have kept looking, I could have done anything else…"

Barry listened to her, nodding. It was good to know his instincts hadn't been wrong. Again, and again his first thought on things had been close to the mark. He didn't point out that she was once again in his lap. This was different. She was seeking comfort and reassurance right now, not firmness and friction.

Lup's breath hitched and she swallowed hard. "I… I'm fine. It didn't hurt me. I just-"

Lup had no idea what she 'just' so she clamped her mouth shut.

"It may not have hurt you, but you weren't expecting it and didn't agree to it. So, no, you didn't deserve it," Barry insisted. "I'm, uh, I'm relieved you're talking to me about things, though." For several breaths, he just held onto her and tried to radiate calm and warmth to her.

Against what seemed to be the laws of physics, it worked. Lup basked in his touch like a cold-blooded lizard in a sunbeam. She wished she could stay like that forever.

"Lup, you can always talk to me, okay? About anything? I'm not, uh…" He swallowed and pushed ahead. "I just want you to be happy, okay? What, uh, whatever that means for you."

Lup shook her head. "Barry… I can't. Not if you're the one who has to pay for it…"

She sat back and cupped his cheeks in both her hands. She leaned in, then caught herself at the last second, their lips only an inch apart.

She groaned out loud and shifted back, out of the danger zone. She grabbed his hand with both of hers instead.

"We'll talk more tonight, okay? I just need… I need a moment."

Lup stood up and walked towards the bathroom until she reached the length of both their arms. Lup tried to let go of Barry's hand, but her fingers were just not getting the message.

Lup bit the inside of her cheek. They needed time apart, she knew they did, but it felt like he was the only thing holding her together right now.

"I… I was going to take a bath... the tub is pretty big though. More than enough room for both of us." Lup felt her cheeks flush and she stared at the far wall."I promise there won't be more teasing. I'll stay on my side. I just... I don't want to be alone."

Barry was going to have a lot to consider, but it would have to wait until later. For now, he was going to focus on the fact that his initial instincts were trustworthy. Like that Lup had almost kissed him.

Or the much less fun instinct that a bath with Lup was a horrible idea.

He groaned and pulled his glasses off to scrub at his eyes with the heel of his hand. For the tiniest flash of a moment, he wished he could shut down the thinking, responsible part of himself, go sit in a tub full of hot water with her and… He groaned again. This time resignation didn't feel as good when it settled over him. He shoved his glasses back on and stood up.

"Lup, I know I just said I have a hard time saying 'no' to you, but I think this has to be one of those rare occurrences." He moved into her line of sight before asking, "Doesn't it?"

He let the question hang in the air for a moment. He took a deep breath and continued. "I think a lot has happened tonight and you're overwhelmed and maybe still a little drunk. So probably not the time for us, uh, for you or I, to push any more boundaries."

Lup winced and nodded. Alas, he had pointed out the incredibly obvious flaw in her master plan. He was right, obviously. She had only asked because she could feel her mistakes catching up with her and was trying to stick her head in the sand by doing the exact same thing that had gotten her into this mess.

That place where the sexual tension was so strong it caused physical pain was a particular kind of hell. But it was a familiar hell at least. Whatever this new thing was could be better, or it could be the kiss of death for this dance they had been locked in for decades.

"But, listen, can I… Lup, can I ask you a favour, please?" Barry reached out to tuck a strand of hair over her ear then gently slid his fingers over her skin. His palm was on her cheek before he realised what he was doing. "A lot has happened and later we can talk about what stays here and what doesn't. But I really… Lup, the most important part to me is you actually talking to me, okay?"

Lup leaned up into his touch. Her eyes stung, but she managed to hold the tears back.

It sounded as if he wanted it to change. He was ready for the next step, even though she was dreading it.

"Okay," Lup agreed, her voice barely above a whisper.

Barry dropped his hands and shoved them into his pockets. Maybe that was unfair. There was quite a bit he hadn't said to her either. But he hadn't exactly been hiding it - at least not for the last ten or fifteen years. Whatever was going on with her was still news to him, though.

"Whatever happens - or doesn't happen - you're… Lup, you're really important to me and…" Barry blew out a long breath. "I just… I want you to know that, uh, that's not something that's gonna change."

Lup's hands started to shake at that last bit.

"You're really important to me too!" she agreed. "You're my best friend in the whole freaking universe… uh, that I'm not directly related to, anyway… You're so honest and open, and you always give people the benefit of the doubt, and… and then I think about me and how I'm not… you make me want to be a better person. You… you're just so good Barry…"

Lup swallowed hard. She needed to take that time to herself. Get her thoughts in order.

"I should go…"

With that, Lup hustled back towards the bathroom. She went right for the taps and cranked on the hot water. She had a lot of thinking to do.


	2. and Give

Lup disappeared into the bathroom, and Barry looked around the room for a safe place to quietly sit. There were a lot of places to rest body parts, but not much for just sitting alone and thinking. That wasn't what this room was intended for at all.

There was the seating area near the bed, but that was… No.

In the back corner, there was a sort of alcove with a built-in seat. It was just a hard, wooden bench attached to the wall. It was probably intended for groups to enjoy the show provided by the Saint Andrew's cross that the alcove was aimed towards. Not the most comfortable spot, but at least there were no secret motors or other surprises.

Going back over the night with the perspective Lup had given him was illuminating. For a few moments, it was wonderful. Wonderful to think that Lup actually wanted him, wonderful to know she wanted something between them. Even before they had ended up in this room - a place that he might have tried to blame the situation on - she'd known what she was doing when she climbed in his lap. She'd done that because she'd  _wanted_  to, and she'd wanted him to go with her to the bath. Gods, she had even been disappointed that he hadn't joined her.

But that wasn't all she'd said.

He'd told her he wanted her to be happy and she said she couldn't because he was the one who'd have to pay the price for it. He could only think of one way to read that statement. She wanted sex, yes. There  _was_  sexual tension between them, that wasn't just in his head… But she knew he wanted more.

And she didn't.

It shouldn't have hurt as much as it did. He'd started this day thinking she didn't want anything from him at all. In theory, he'd gained. Lup wanted to sit in his lap, wanted to kiss him, wanted to explore this room with him, wanted him with her in the bath.

But as much as that was - and it was so very much - it wasn't enough for him. He could wish until the hunger got tired and went home, but he knew he wasn't built to keep sex separate from his feelings.

She'd said something about the kind of person he was, and the kind of person she wasn't. She hadn't explained much beyond that, but whatever her meaning, the end result was the same.

It all made sense now, her walls, her dancing over the boundary between them, her strange, mercurial moods that reestablished the distance between them. She was torn between what she wanted and trying to protect his feelings.

Barry let himself feel it for a few moments. It was a sadness - a grief - that ran through him like molten barbed wire, burning and scraping under his skin until his arms stung, and his chest felt crushed with the sensation.

Then he shut it down, pushed it away, and closed it off. He could deal with that later. Now he needed to clear his head and be ready to deal with whatever else this night was going to throw at him.

She'd said they would talk and now he had a chance to prepare himself. He had a pretty good idea of what that conversation would entail, and he could try to make it easier on her, just like she'd been trying to spare his feelings. He'd meant it when he told her that he wanted her to be happy. He'd never assumed that included him.

The most useful thing that Barry had learned over his distant adventures into BDSM was how to put aside his feelings to deal with the situation at hand. Given that they lived together, worked together, and were trapped in the same seemingly endless cycle of regeneration together? That was an excellent skill to possess.

By the time Lup came out about an hour later, he was okay. Okay enough, at least.

Lup reemerged amidst a cloud of warm stream. Her hair was wet and jasmine scented and she was wearing a floor-length red-satin kimono with a pattern of white flowers down the side. She paused to double check the belt was tied tightly around her hips, and the skirt was covering her legs as much as possible.

"It was in the bathroom. There's a black one for you if you want. I read in the bathroom that they have a laundry service here. We can drop off our stuff and have it clean for the train ride tomorrow."

He considered the option of a robe. Wearing a satin kimono for the rest of the night wasn't appealing, especially in light of the conversation that was going to have to be faced. But grabbing a shower and having laundered clothes for what sounded like a long train ride tomorrow might be worth it.

He stepped into the bathroom and confirmed the thing would even fit before he committed to the plan. When it did, he forced himself to take it as a positive sign.

Lup watched as he passed by her. The door to the bathroom was made of glass. She took a few steps to the side, making sure there was no chance of her accidentally seeing inside. Instead, she turned her attention to the coffee maker that was resting on a shelf above the mini-bar. It was the kind that took single-use pods.

Barry stuck his head out to let her know his plan. "I'll grab a shower real quick. Clean clothes would be good I guess."

"Do you want coffee?" Lup asked. "They have hazelnut, vanilla, medium roast, and decaf…"

"Sure, I'll just be a minute so if you want to throw in a vanilla after yours, I'll be out soon."

Lup waited until the door clicked closed, then focused all her attention on the task. It was way more care than instant coffee deserved, but she wanted to hold all her thoughts in her head and not obsess over them until they lost all meaning.

She brought both mugs over to the bed and placed Barry's cup on the floor near his side - or the side she had just assigned him, anyway. Lup took a moment to arrange the pillows to her liking and then leaned back against them. Laying on a bed that was lower than the floor felt strange, but she couldn't complain about how soft the mattress was. It had a lot of give but bounced back as soon as the weight was off it. If nothing else, she had to complement the room's designers on their thoroughness. There were fifty different places to fuck in this room, and they still made sure the bed was bouncy enough.

It was funny. Even with the plethora of options around her, Lup felt like she would pick the bed above them all. She pictured herself pressed into the mattress, Barry's hands around her wrists, the weight of his body on top of her, surrounding her. Her legs hooked over his hips and her toes curling with every-

Lup gasped and shook her head. She had to pack it in, but her surroundings wouldn't let her stop thinking about it, even for a moment.

As if to further drive home the point, Lup glanced up and realised that she could see herself in the mirror across from the bed.

Under different circumstances, Lup would have loved how she looked nestled among the pillows and set against pure white sheets. She was posed like a centrefold in one of those magazines that weren't technically porn. One leg crossed over the other while the satin fabric draped artfully around her hips.

Lup tried to rearrange herself, but she only made it worse. She was just too sexy for her own good sometimes.

Lup smirked at that thought, but it only lasted a second or two. She brought the plain white mug to her lips and forced the whole thing down. She needed it to sober her up and for the caffeine to take effect before Barry was out of the shower.

She looked back at her reflection. The worst part about it was how much she looked like a newlywed bride waiting for her husband. If someone who didn't know them could see this panorama unfolding, they would think it was the beginning of something, not the bitter end.

Barry stepped out of the shower and dried off. He was still second-guessing the kimono but made himself pull it on. Thankfully, it was plenty big enough; he wouldn't look like he was squeezed into it. And he'd have clean clothes to wear tomorrow. After everything else, he could at least have that going for him.

He stepped out of the bathroom and glanced over. Lup was waiting on the bed. He'd done his best to prepare himself, but when it came to Lup that was never going to be enough. He tried not to think about what the image of her there appeared to be, what it implied this moment was. Appearances didn't matter now.

He swallowed and turned to finish off one last distraction before dealing with the conversation that sat waiting like a nasty storm cloud on an otherwise perfect summer night.

On a counter near the door, there was a plastic tub with the room number on and a card with the laundry service information. It looked like the turn around speed was fast. That was probably necessary for the intent of the place. He dumped his clothes in the tub where Lup's were already waiting. A quiet huff of breath escaped him at the bitter humour that their clothes were going to have a tumble together while they had their unpleasant conversation. He picked up the phone and went through the menu to request laundry service then placed the bin on the tray attached to the door for collection.

Then there was nothing else to do but face the conversation. He already regretted the kimono. He wanted not just his jeans but a few more layers, a sweater, his IPRE robe, a suit of armour maybe. Not that it could insulate him from what was coming.

She'd left the coffee for him on the free side of the bed. "Thanks," he said, "for the, uh, coffee."

Lup shrugged. "It smells better than it tastes." She put her empty mug down and crossed her legs. She moved slowly and precisely to avoid a wardrobe malfunction. Silk was a slippery little bastard of a fabric.

Lup waited until he sat next to her, taking the chance to eat the eye candy while she could. She might never get to see him in anything less than his jeans and shirt again.

"The robe looks good on you. Just need some slippers and a pipe."

Barry looked down at the robe as if it might have changed since he put it on. "Uh, thanks," he said. For some reason, the final press conference before launch popped into his head. Probably because he felt as awkward now as he did when she'd made that joke to Taako about him nerding out while answering the science question. At the time, Barry had no idea what unbelievable events lay in store for him. The thought put a little perspective on things.

Lup licked her lips and grabbed a pillow to shove into her lap.

"So… I think I know where to start. I'm going to tell a story, 'kay? And it would help if you let me finish before you say anything."

Barry had planned to tell her he knew what she wanted to say and that they could do the… abbreviated version, but she clearly had a speech prepared, so he'd let her get it out.

He glanced up as he heard the panel in the door open to collect their clothes. By the time their clothes were returned, this terrible conversation would be over. He could certainly get through something that wouldn't last as long as a laundry cycle.

He looked back at her. "Okay, Lup," he agreed.

"Alright. You know the start of it. It was in those little biopics they made for all of us when they were trying to get the public hyped for our big space mission. Taako and I applied for every scholarship under the suns, waiting for a chance to prove that academia couldn't afford to cut us out of the system. After a few years, we finally got an interview, and we fucking killed it. Almost literally, one of the dudes had a heart attack when I set off a supernova blast."

Lup grinned at the memory. The guy had been somewhat dismissive of them when the interview started. Getting a little revenge had been so sweet.

"Anyway, we got the scholarship and started the master's program, and three months later I met our spell sculpting professor. You've, um, met him, actually. He came to the gala we had when the bond engine was completed. Clark Anderson. He was wearing the tie that looks like it's also wearing a suit and another smaller tie? Christ, he was such a dork."

Lup heard the note of fondness in her voice and clamped her mouth shut for a second. This part would be tricky. She had never mentioned Clark precisely because she didn't want to stir up any hard feelings, but things had progressed far beyond that point now anyway.

"Yeah, so, I met Clark and, fuck, it was like the fucking planets lined up and hit me with a wave of cosmic energy. I was so hot for him I thought I might literally burst into flames and fail the whole point of that class."

Lup could feel herself straying away from the point. Her subconscious was looking for any way to avoid the topic. She had to focus on keeping her rambling in check.

"…But he was my teacher, right? And you can't, like,  **do**  that. It was against the rules, risky for him, and just kind of bad in general. But I was into him, and he was into me, so we agreed to revisit it when I graduated, five years from then.

It was a stupid long shot. Anything could have happened in five years. We met so many more people, we changed, the world changed, and the whole time we were doing this dance, like that thing where you hold your finger close to someone's face and say 'I'm not touching you' but with..."

Lup looked at him and realised she didn't need to explain it.

"…Fuck, you know exactly what it was like."

Lup's fingernails dug into the pillow in her lap.

"I basically counted down the months in the end. You can ask Taako, I was completely insufferable. I would not shut up about how we were perfect for one another, and all the things I wanted to do once we were together. I thought I was going to join the college as a teacher to be close to him. Shit, Barry? Can you even imagine that? Me in charge of a whole room of students?"

'Off topic!' Lup thought-screamed at herself. 'You're only making this more painful.'

"So, I graduate. It's the greatest day of my life- blah, blah, blah. My stomach is up in knots because this is the moment of truth. I pull Clark aside at the after-party..."

Lup caught herself and hit the mental fast-forward button. No details. He didn't need details.

"We get together. The first week is amazing. Years of waiting, and it's everything I built it up to be. I seriously think that I can just write 'and they lived happily ever after' and that's the end of my epic autobiography."

Lup braced herself. Time for him to see who she really was.

"One month later we're broken up. I didn't even get around to leaving a toothbrush in his bathroom. And the worst part? It's all my fucking fault."

Deep breath. Keep going. Tell him the truth.

"I got… I got bored. Turns out I never loved him at all. That whole time, I was just in love with the game. I was younger, and he was older, and he was off limits and wasn't that just  _so much fun?"_

Lup's tone dripped with bitter irony. She was a monster. A heartless monster.

"It wasn't a game for him. He didn't speak to me for years. Not until that party when you met him. Clark told me a little of what he went through. He took forever to get over me and I... I had nothing to say to him. For years I wrote it off as a stupid thing I did in college. I'd almost forgotten about it.

The only good thing about it was that I learned my lesson. I swore I wouldn't do that to anyone ever again… but I don't even have that because here we are…"

Lup gestured around, at the room, at them, at the plane they were trespassing on, at the dark horror lingering between the stars and creeping closer every day.

"I failed him and I... I failed you. You trusted me and I… I couldn't help myself. I wanted... I want you so badly, Barry. This fucking perpetual nightmare we're trapped in, it wore me down, and you were right there all the time. I told myself, 'just a bit won't hurt' again, and again, and again."

Lup hugged her arms to her chest, exerting every bit of willpower she had to keep herself talking.

"I knew better this time. I knew, and I did it anyway. I looked you right in the eyes and dared you to fall in love with me when I had no idea if I'd ever be able to return your feelings. You deserve to be loved, Barry. You deserve so much better than what I can give you. I… I want to say sorry, but that's never going to be enough."

Barry listened carefully through the whole story. Sometimes he even managed to breathe. That hot barbed wire feeling returned, crawling along his veins, scouring him with a poisonous, icy burn. Telling himself what was coming hadn't stopped the train from hitting him. Hadn't prevented him from having to sit on the tracks quietly, watching it approach, hearing the noise get louder and louder and…

No… it wasn't like that at all. Because being hit by a train would be waiting for it to happen and then the actual  _smash_  would be over quickly. This was being run over by a steamroller. It just. Kept. Coming.

Flattening him.

When she finished, he opened his mouth to speak. He wanted to tell her the past was just the past. She was such a different person now than she was when they started all of this. Couldn't she see that?

But there was no point. Hadn't he told himself earlier that her walls were her business? If she wanted him to help, if she put her hand over and asked, he'd move heaven and earth in every planar system for her. But she didn't want that. That's not what the point of her sharing that had been. She'd just been explaining why her walls were there.

And, more to the point, if she'd felt more than lust, it wouldn't matter what was in her history. He'd never known Lup to let anything stop her. He fully believed one day she was going to burn down the Hunger.

So. Walls. Lust not love. Nothing had changed.

Barry swallowed and forced himself to take a deep breath, to push away the misery coiled inside of him choking off his words, pictured it draining away. Pictured it leaving him  _empty_.

"Thank you for telling me that, Lup. I know…" He swallowed. Getting these words out was nearly impossible. He was managing to keep his tone even and calm, but gods above and below his fucking throat was mutinying at the effort. He took a sip of lukewarm coffee he couldn't taste, just to convince his throat to move the words.

"I know that wasn't easy. So I, uh, I appreciate…" Okay, that thought was gonna have to stop. He wasn't gonna be able to get through this unless he just spit it all out.

"Anyway, it's fine." Gods, the number of times he'd said those two words to her.  _It's fine._  And it _was_  fine, it really was. He didn't fault her for her feelings or lack of feelings or her history or any of that. She wasn't doing this to hurt him. She was probably hurting herself worse.

"Lup, you can't help your feelings. How you feel or don't feel?" He had to stop and bite down on his lip just to keep from letting his emotions take over. He was not going to cry and sob and fall apart right now. He'd done that in front of her once and she'd comforted him. He wasn't going to put her in that position again tonight. "You can't control that. So, uh..."

He forced himself to look at her for this last part. "You don't need to apologise for that. And don't apologise for my feelings. Because, Lup?  _Those are mine._  And you... you can't control those either, okay?"

"You're still my best… my best friend. My lab partner. My…" he couldn't meet her eyes anymore. He looked down at the coffee in his hands. "Still my family. Okay?"

"Fuck..."

Lup put a lot of meaning into that single word. Every inch of her wanted to get up and do something. Punch and kick, scream and cry, make something explode, anything.

"Barry, no. You can't. You can't forgive me after all of this."

Lup had known that would be his answer but she still didn't want to accept it. Somewhere inside her, she found a shred of anger and clung to it. If Barry wasn't going to make her pay for what she'd done, she'd do it herself.

"You're wrong. It is my fault! It's not just that I can't help my feelings. Maybe if there was nothing there you could say that, but-"

Lup gasped and shoved both hands down over her mouth in sudden panic.

"Shit! Shit, shit… I shouldn't tell you this. I shouldn't. It's only going to make it worse."

Even giving voice to her reservations didn't help hold it back. Not now she had stopped hiding things.

"Barry you have to know that if I had a heart, I'd rip it out of my chest and hand it over. But I don't know if it's even there. I love you as a friend, I love you as my family… I want to love you as something else but-"

Lup dug her fingers into her wet hair and tugged on two handfuls of it. The physical pain gave her something to focus on besides the constant ache in her chest.

"Being with you like that would be all I'd ever want. I'd put anything else on the line for it. But not you. Nothing is worth making that gamble."

Lup sucked in a breath that ended in a sob. No. If he wasn't crying, she wouldn't either.

"I just don't understand. How do you know what you're feeling is real? How can you trust that? Cuz, I've felt it give out from under me once and in all these years I've never figured out which way is up and which is down."

The war inside Barry had swung back and forth between two factions: Emptiness and Misery. But an unexpected participant entered the fray as Lup spoke. Hope strode onto the battlefield inside him.

The hope wasn't an enormous knight in shining armour, radiant with possibility. This hope was small and quiet, sly and insidious. This hope was a spy sliding into the chaos of his misery and calming it. This hope was a tiny but powerful force sewing belief into the barren field of that awful emptiness.

He bit down on his lip again, trying to hold it all in. He wanted to cry or shout or… he didn't even know what he wanted to do.

She had reached a hand over her wall.

"Lup, I, um, I'm not sure what to tell you. I understand everything you were saying, and you know I hate to argue with you…But, Lup? Do you really think you don't have a heart?

I'm not trying to tell you what's  _in_  your heart. But I can tell you that doubting for even one second that you have one? That's the most foolish, ridiculous thing I've heard in my abnormally long life. Your heart is wild and ferocious and strong, just like everything else about you.

Don't you see the times you've been the heart for the whole crew? Like, like on that plane with the robots? That… I know I wasn't there for what happened at the soul crystal. But you stood up to everyone, this weird family of ours  _and your brother._  You were the one who reminded everyone of who we are, and what matters. You were the one that kept us from becoming…" He shook his head. There weren't words to describe what that choice could have done to them as people.

"Don't you think that's what a heart does?"

Lup laughed, but bitterness tinged the places in it where mirth should have been.

"You're kidding, right? That's my big claim to morality? That I didn't want us to burn a whole world?

Barry put down his coffee and reached to take one of her hands. He had to try soothing the desperate rage she was aiming at herself. If things were different, he'd have wanted to hug her or rub her shoulders or  _something_ , but for now, he would just use his strong fingers to try to smooth the tension from one hand.

"That was easy," Lup continued. "I just saw what was right and what was wrong, and I stuck it out until everyone else saw it too. But you don't need me to be self-righteous, Barry, you need honesty, and love, and care... And I've just spent this whole night proving that I can't give you any of those things because all I ever think about is what I want."

Lup knew Barry always saw the best parts of her. She wished she could rip off his rose-tinted glasses. She'd love to know what he would think of her then.

"I'm no good for you. I'm no good for anyone. All I ever do is destroy things. It's the only thing I'm good at."

"Lup. Stop."

Barry hadn't raised his voice, but without realising it, an edge of command had appeared. His hands holding hers ceased moving and held her still. When he looked at her, his eyes had an echo of determination edged with the softness of concern.

Lup found herself obeying without a second thought. As natural as breathing and as hard to resist. Decades of carefully built trust crystallised into something closer to instinct.

For a moment he was completely still and quiet, letting the silence separate them from her tirade.

When he spoke again Barry's voice was his familiar tone. He took her other hand and began rubbing that one as he talked, his thumbs working over the muscles and joints in warm circles of pressure.

"You don't have to trust me or believe me, but you have to admit that if there's a subject I'm an expert in? It's believing the worst in myself. And right now, that's what you're doing: tying yourself in knots and seeing the worst."

He could feel her gathering herself to protest and looked up. "Just a moment," he told her, again using that quiet authority.

Barry returned his attention to her hand. "It's something I still do. But even I can see it doesn't happen as often. Because for the last forty years I've been surrounded by people that see better in me than I do." A small smile crossed his face before he continued. "And eventually some of that got through to me, I guess."

He stopped working on her hand and simply held it, folded with his hands in his lap. "I'm not telling you that you love me or that you ever would. This isn't about that. But I won't listen to you discount what you've accomplished and what you've meant to all of us. What  _your heart_  has done."

"You gave those people a chance. A chance everyone else had forgotten they deserved, had forgotten wasn't ours to decide to take away. I'm just telling you to give yourself that same kind of chance. I'm… I'm asking you to believe me when I tell you what I see. To trust in my opinion a little, I suppose."

"Fine." Lup didn't like how dismissive that sounded, so she tried again. "I trust your opinion."

Lup was quiet for a moment. She wouldn't have taken the tone he was using from anyone else. Not even Taako could get her to change her mind without one or two tries at it.

But this felt just like when Barry had fastened the cuff around her wrist. Him leading her so gently that she followed him unconditionally. Lup didn't think she would have drawn that connection except for the fact it had literally just happened. She looked at her hand in Barry's lap then up to the rest of him and finally met his eyes.

"Even if I have done good things. It doesn't make me perfect. I have a lot of shit I need to deal with. I've hurt you a lot, and I'm going to keep doing it unless I learn how to be better."

Lup sighed heavily, and she tossed the pillow in her lap aside, then shifted closer to Barry.

"I'm sick of talking about me. You must have wanted to say something? How do you feel about all of this? You know the whole truth now."

"I… I don't know, Lup. When this day started I… I just... You were disappointed that Taako didn't feel up to it and, um, I just wanted to see you happy."

Barry looked around the room, all the supplies and apparatus. "Then all this? It's not a situation I ever expected to be in again." He looked back at her with a smile that didn't reach his eyes. "We both have our histories, I guess."

Barry picked up his coffee cup again and stared into it for a moment. "It was something I tried in order to save a relationship. It, um, it didn't work. I… I was the one who didn't, uh, didn't care enough. I wanted to. We made sense, you know? On paper it was perfect."

For a moment he pictured her. She'd been nothing like Lup. Of course, if Lup was his type, it was no surprise he'd never found anyone who made him feel like this. There was no one like Lup.

It sounded like that guy she had been involved with had been really similar to himself. A teacher. A nerd. Gods, if he remembered the right guy, they even looked a bit alike. Her type, he had to guess. Which kinda took away whatever remaining good there had been in the thought that she'd wanted him at all.

He took a long drink of the cold and bitter coffee. "I thought I just wasn't trying hard enough so, uh," he set his cup down and gestured around the room. "So, I tried this stuff. Tried everything I could think of. I tried so hard to feel more than I did. Then I just thought it was me. That, uh, that I didn't…" He closed his eyes before he admitted, "I just figured I didn't know how to have those feelings. I wasn't… wasn't meant to have that. So that was it."

"So, whatever else, uh, I guess I know that's not the case." He shrugged and gave a humourless laugh. "Turns out I know how to have feelings."

Swallowing the last of the coffee, he added, "So at least I know that. That's, uh, that's why I said my feelings are mine. For good or bad, I have them."

Looking down at his hands, he shook his head. "Anyway. Don't worry about it. I've survived these feelings for forty years, I'm sure I can…" His eyes widened as he realised what he'd said. He looked up at her, stricken. "I mean, it's not… Lup, I don't mean that it's been… Shit." His shoulders dropped. "Well, it's not much of a secret anyway. Taako's known for more than twenty years."

"Look, it's not like lov-... It's not like…" He took a deep breath and forced the words out in a rush. "Lup, loving you isn't some burden I've carried around for decades, okay? It's just a fact. The sun comes up, lungs need air, Barry loves Lup. It's not some awful thing. I'm just sorry for what it's done to  _you."_

"I don't know how else to explain it. It just… It just  _is._  You know?" His expression fell. "Except you don't. That's the whole point, isn't it?"

Lup sat up a little straighter when he described how he had felt about his last relationship. What he was describing sounded so close to what she was feeling. Maybe... just maybe. If Barry could get over that, perhaps she could…

Thankfully the question he landed on had a simple answer.

"No, it's not the point."

Lup closed her eyes and took a deep breath.

"Would it be too much for us, to-"

She didn't know how she should say it. Cuddle? Crawl into his arms? Sit in his lap? She gave up and tried to put it in as few words as possible.

"Hold me?"

Lup hated how vulnerable she sounded, but she would just have to suck it up and deal with it. If Barry could fight through the embarrassment, she would too.

Lup felt a bit like a puppy that someone had just kicked. She was pretty sure she looked like it to, with her shoulders hunched over and her eyes lidded and downcast.

Barry couldn't even answer her in words. He just opened his arms. It wasn't just that he was so relieved to have her still talking to him, still opening up, still being honest. It was that after everything they'd discussed he felt beaten up and bruised. She probably felt worse. Every bit of signalling said she did, and he was consciously trying not to read her.

He wrapped his arms around her and tried not to take note of just how well she seemed to fit there.

Lup rested her chin on his shoulder and fell into place with him. It was easier to press Barry against her than it was to look at him.

"Would you believe me if I told you I was scared?"

"That's totally reasonable, Lup," he answered, his voice soft as his hand rubbed idly over her back. "You like hands-on problem-solving. 'Blow it up with a fireball' or 'take it apart in the lab' kind of solutions. Those don't work with feelings. But I also know you're the strongest, most determined person I've ever met. There's no doubt in me that whatever you set your mind on? You'll do."

He still wasn't sure what she hoped to change precisely. So much had been said in the midst of so many conflicting emotions it was all getting muddled. He had hopes, but they were shapeless and uncertain.

Whatever had happened, he thought a lot of bad things had finally gotten aired out and cleared away. "That stuff I told you? All those feelings of failure and fear of being broken? I buried it all away because it was private, and I thought it didn't matter because it was history. But I buried it in  _me._  So, I don't know about you, but I think it helped to get that out."

"Yeah. It did," she agreed.

At this point, Lup didn't even notice the fact that all that was separating their bodies was the thin satin. She didn't want anything more than this. Just to be near him.

"This is going to sound stupid, but it's all I've come up with to explain it. Just try to deal with it for a bit..."

Lup pressed a little closer to him as if she could somehow let him in on her feelings if she hugged him hard enough.

"I feel like I'm standing on one side of a canyon and you're stuck on the other side, and there are like spikes and piranha and snakes and lava and shit at the bottom. The only way for you reach me is to cross a bridge, but the bridge is made from my feelings, and I don't know if it's going to be strong enough to get you across."

Lup cringed in his arms. A sappy, barely coherent metaphor. That's what she had been reduced to. Barry had to know he was special to her if she was verging on poetry for him.

"I just… I can't let you cross until I know that it's safe."

Barry was wholly unprepared for Lup's response. Everything in him paused. His hand stopped unconsciously rubbing her back, his breath stopped, he was pretty sure his heart stopped. It was like that moment that was both tiny and infinite between cycles - that instant right before they regenned when everything froze before the bond engine stitched them back together.

And this time when he was stitched back together something was different. He moved, he breathed, his heart beat again, but when he spoke his words held the last trace of that paused uncertainty.

"You… Lup, you don't  _have_  to build anything. It's okay if… Sometimes people are just on opposite sides of the canyon."

Lup went quiet for a moment. He was giving her an out. It still wasn't too late. He said he was content just loving her from a distance. She could still be there for him as his best friend and his family. Maybe one day, he might even move on and find the person who she always imagined would be perfect for him.

No.

Lup was done being a coward and taking the easy way out. Time to be something like the person Barry saw her as.

"I can't stop trying. I see the gap between us every damn day, and I hate it so fucking much. I hate it just as much as I'm scared of it. if we're on the same side, I can turn my back on it and never see it again."

Barry squeezed her so tight in his arms he should probably worry he was going to hurt her. He was more worried she was going to disappear somehow. That this horrible, wonderful night hadn't really happened.

Lup made a soft 'hurk' sound as he squashed the breath out of her. It might have been a little harder to breathe, but she would happily deal with in return for the comfort spilling out from him and into her.

"Lup," he said, his voice thick with emotion. "I'm so fucking proud of you. I mean… I'mnever  _not_  proud of you but…" There was no way to finish that sentence.

He wanted to tell her what Taako had told him once, that she had all the time in the world. There was no rush or deadline, and that he'd never be looking over her shoulder checking her progress. But words were impossible. He just held onto her and hoped she understood.

"Right, well… next time you should cajole me into spilling my guts out sooner."

Lup's hand moved up his neck, and she began brushing her fingers through the short fluffy hair. Freshly dried after a while out of the shower.

"When we're together for real, you should remember that. Sometimes I'm going to be a fucking idiot, and I'm going to need a push."

' _When_...' Barry repeated to himself. Lup had just said,  _'when we're together…'_

Barry loosened his hold enough to look at her face. He needed to get a read on her to believe any of this was real.

She met his eyes, and everything reinforced that this was true, that she meant it, that unless he'd tripped in the slippery, neon-reflecting street outside and was having a coma dream… this was happening.

"I'll keep that in mind," he promised. "I think I might have just the skills for that, as it turns out."

Lup shot a conspicuous glance over at one of the pieces of sex furniture and nodded her agreement.

"I noticed."

Barry looked like all if his dreams had just come true, and for all Lup knew that might not be an exaggeration. She found her hands almost pulled to his face, cupping his cheeks in each. He was so dang cute, it almost gave her a headache.

"Hey, Blueberry… Do you think we could cheat just a little?"

Lup licked her lips. She was already leaning in, even though the question wasn't out yet.

"We could steal a kiss from later and have it now. No one else needs to know, right? And then we can have our real first kiss somewhere a little less, uh, everything..."

Barry had done so much weighing and restraining (both literally and figuratively) and thinking and over thinking, during their long evening. But this one time he was going to eat the fucking cake without stopping to make a pro/con list.

The words were barely out of Lup's mouth before his lips were on hers.

If Barry had allowed himself time to think, he might have worried. He might have thought about the fact he hadn't taken advantage of the disposable toothbrushes in the bathroom since he'd planned to drink coffee. He might have considered the lingering bitterness of sub-par coffee. He might have tied himself in knots just on the fact that it had been nearly fifty years since his lips had been against someone else's.

But he didn't give himself time, and none of it mattered. He was so in love with this amazing, surprising, impossible woman who might just love him back, who wanted to love him.

The kiss was the promise his words couldn't find earlier. That he'd wait forever and always be glad it was for her. That his faith in her was unshakable. That he'd spend the rest of whatever part of eternity he had making sure she knew she was a treasure, a fierce heart, and so, so loved.

Lup's hands dropped from his cheeks and her arms wrapped around his shoulders. This wasn't the moment out of time she had been fantasising over, it was so much better.

Her hang-ups were still there, digging into her flesh and tearing her open, but for these precious seconds, they had no power over her. Lup had spent half her life reassuring herself that she was alright without a love like this, that it just wasn't for her. Now that she had this moment to hold and remind her of what it could be like, she might just have a chance in hell of crawling out of the pit she had dug.

Who would have thought the person with the key to her heart would come into her life wearing bulky blue jeans?

Lup giggled into the kiss, pulling back for a quick gasp of air before going in for more. She had said she was only going to steal one, but hopefully, future Lup would have enough kisses to not notice one more missing.


End file.
